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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
LITIGATION RELEASE NO. 14986 / July 22, 1996
SECURITIES AND EXCHANGE COMMISSION v. THE HALLWOOD GROUP
INCORPORATED AND ANTHONY J. GUMBINER
USDC/ND TX [Dallas Div.] CA-3-96-CV-2045-J
The Commission announced that on July 22 a civil action was
filed and final Orders entered against The Hallwood Group
Incorporated (Hallwood) and Anthony J. Gumbiner (Gumbiner) for
insider trading in the stock of ShowBiz Pizza Time, Inc.
(ShowBiz). Simultaneously with the filing of the Complaint,
Hallwood consented to the entry of the Final Judgment which
imposes an injunction against future violations of Section 17(a)
of the Securities Act of 1933 and Section 10(b) of the Securities
Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder.
Further, the Final Judgment requires Hallwood to disgorge
$953,125.00, representing the loss avoided by its trading in
ShowBiz stock from June 7 through June 10, 1993, plus prejudgment
interest of $240,665.60. Under the terms of the agreed Judgment,
Hallwood will pay $600,000 within 30 days, $300,000 by September
30, 1996, and the remaining $293,790.60, plus accumulated
postjudgment interest, by December 31, 1996. Also simultaneously
with the filing of the Complaint, Gumbiner consented to the entry
of the Stipulation and Order which requires payment of a civil
penalty of $476,562.50 pursuant to the control person provisions
of the Insider Trading and Fraud Enforcement Act, codified at
Section 21A of the Exchange Act.
The Commission's complaint alleged that Hallwood sold
100,000 shares of ShowBiz stock at $28.75 to $29.9375 per share
between June 7 and June 10, 1993, prior to ShowBiz's June 11
public announcement of deteriorating earnings. Following the
negative earnings announcement, ShowBiz stock fell precipitously.
Gumbiner is the Chief Executive Officer, chairman of the
board of directors, and controlling shareholder of Hallwood, as
well as a director of ShowBiz. According to the complaint,
Gumbiner directed Hallwood's sales of ShowBiz stock and knew that
the sales would be occurring during the week of June 7. The
Commission alleges that on June 7, 1993, Gumbiner received
material non-public information that Showbiz's quarterly earnings
would fall short of expectations. The Commission contends that,
although the Hallwood officer implementing Hallwood's sales was
unaware of the negative earnings information, Gumbiner's
knowledge of the material, non-public information was
attributable to Hallwood. The Commission's complaint further
alleges that Gumbiner, as a control person of Hallwood, knew or
recklessly disregarded that the company was likely to engage in
insider trading and he failed to take appropriate steps to
prevent such trading.
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